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| --- | --- | --- | --- |
|  | (a) |  | a certified copy of the certificate of incorporation and the up-to-date
memorandum and articles of association of the relevant Purchaser and the resolutions of
the board of directors and power of attorney from such Purchaser in relation to the
execution of this Agreement and the other Transaction Documents relating to such
Aircraft; |
|  |
|  | (b) |  | the Acceptance Certificate relating to such Aircraft duly executed by the
relevant Purchaser; |
|  |
|  | (c) |  | copies of each Transaction Document relating to such Aircraft (other than the
relevant Bill of Sale and Effective Time Notice) duly executed by the parties thereto
(other than the relevant Seller); |
|  |
|  | (d) |  | if the relevant Aircraft is not delivered in the Expected Delivery Location or
international airspace, the Lex Situs Opinion (the cost of which is to be split equally
between the relevant Purchaser and Seller) duly signed by counsel providing the same; |
|  |
|  | (e) |  | all conditions precedent specified in the Lease Novation relating to such
Aircraft, including without limitation a revised insurance certificate, (other than
those conditions precedent expressed to be solely for the benefit of the relevant New
Lessor) have been fulfilled or waived to the satisfaction of the relevant Seller; |
|  |
|  | (f) |  | an opinion from tax advisers to the relevant Seller, at no cost to the relevant
Purchaser, confirming the absence of any Taxes in the jurisdiction in which the relevant
Aircraft is delivered arising as a result of such transfer; and |
|  |